U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      For fiscal year ended April 30, 2001

                         Commission file number 0-27382

                              HOT PRODUCTS, INC.COM
                 (Name of Small Business Issuer in Its Charter)

                ARIZONA                         86-0737579
        (State of incorporation)     (I.R.S. Employer Identification No.)

                             7625 EAST REDFIELD ROAD
                                    SUITE 200
                            SCOTTSDALE, ARIZONA 85260
                                 (480) 368-9490
    (Address, including zip code, and telephone number, including area code,
                         of issuer's executive offices)

                             ______________________
                   (Former name if changed since last report)

    Securities registered pursuant to Section 12(b) of the Exchange Act: None
      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.01 per share

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.  Yes  X  No

Check  if disclosure of delinquent filers pursuant to item 405 of Regulation S-B
is  not contained in this form, and no disclosure will be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB  [X].

Issuer's  revenues  for  its  most  recent  fiscal  year:  $  603,606

Aggregate  market  value  of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices  of  such  stock,  as  of a specified date within the past 60 days: As of
August  3,  2001  -  $  542,345

Number  of  shares outstanding of each of the issuer's classes of common equity,
as  of  the  latest  practicable  date:  As  of  August  3,  2001  -  11,738,540

Documents  incorporated  by  reference:  Not  Applicable.


<PAGE>

<TABLE>
<CAPTION>
                              HOT PRODUCTS, INC.COM

                          ANNUAL REPORT ON FORM 10-KSB

                       FISCAL PERIOD ENDED APRIL 30, 2001

                                TABLE OF CONTENTS


                                                                   Page
<S>         <C>                                                    <C>
PART I

ITEM 1.     BUSINESS                                                  3
ITEM 2.     FACILITIES                                               11
ITEM 3.     LEGAL PROCEEDINGS                                        11
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      11

PART II

ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS                                      12
ITEM 6.     SELECTED FINANCIAL DATA; MANAGEMENT'S DISCUSSION AND
            ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS                                               12
ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA              15
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                      15

PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
            COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
            EXCHANGE ACT OF 1934                                     15
ITEM 10.    EXECUTIVE COMPENSATION                                   16
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT                                           17
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           17

PART IV

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K                         18

SIGNATURES                                                           19
</TABLE>


                                        2
<PAGE>

                                     PART I

ITEM  1  -  DESCRIPTION  OF  BUSINESS

GENERAL

Hot  Products,  Inc.com  (formerly  SC&T International, Inc.) was formed in June
1993.  We previously developed, engineered and marketed accessory and peripheral
products  for  the  personal  computer and video segments for the OEM and retail
channels.  Our  stock  was de-listed from the NASDAQ in 1997, as a direct result
of  our  accounting  firm's  untimely  resignation  during the 10K audit period.
Through  the  resignation,  we  were late in our annual 10K with the SEC and the
NASD  elected  to  de-list us from the Small Cap Market onto the Bulletin Board.
Since  that  time,  we  have  had difficulties in raising the required operating
capital to aggressively pursue future interests.  In late 1998 and 1999, without
appropriate  funds,  we made a bold decision to exit these categories, in  favor
of new product opportunities requiring less development capital, greater revenue
potential and less competition. To achieve this objective, we found it necessary
to  identify  alternative  product  channels,  coupled  with a renewed effort to
attain  profitability.  Despite the severity of this decision and the subsequent
losses incurred, during the 1999 Fall selling season, we exited the PC and Video
gaming  arenas.  It  was  apparent  we  would  minimize  our losses by doing so.

CHANGES  IN  BUSINESS  STRATEGY

Due to our corporate restructuring (outlined below) the new corporate direction,
coupled  with  the need to better identify this corporate focus and increase the
market  awareness  for  same,  caused  us to rename the Company to  HOT PRODUCTS
INC.com  during  the  December  1999  time  frame.

The  business  strategy  was  simple,  allocate  the limited human and financial
resources  towards  new  product  development and new marketing arenas. Identify
sales  channels  that  offered  greater  revenue  potential,  and  larger growth
opportunities,  combined  with  lower  competitive  concerns.

Our  new  focus  targets  these  primary  market-product  channels:

     (1)  Peripheral  products  developed  specifically  for the new proprietary
          NUON  technology platform. These products will be sold into retail and
          OEM  channels  to  support hardware manufacturers integrating the NUON
          technology into their products. They include, DVD (Digital Video Disc)
          player  devices and Set-Top Boxes, the term given to residential cable
          TV  box  devices.
     (2)  The  design,  development  and  marketing  of a comprehensive and very
          professionally  designed  line  of Road Emergency, Automotive Survival
          and  Outdoor  Survival  products.
     (3)  Entry  into  the Private Label arena for the above mentioned products.
     (4)  Creation  and  implementation  of  an  online  E-Commerce  website

During  the  current  fiscal  year ended April 30, 2001 and the last fiscal year
ended  April  30, 2000 we have applied efforts towards slashing operating costs,
creating  new  product  designs  and  implementation  of  new  product marketing
programs.  As  part  of  this  campaign,  we continue to establish new strategic
alliances  for the marketing and distribution of these fine products. As part of
the  cost  reductions we closed our UK and Hong Kong subsidiaries, and relocated
certain of our HK personnel to our U.S. head office. These actions were vital to
the  our  survival.  Management  problems  in  the  UK  operation, and a lack by
management  to  participate  in  cost  reductions,  caused  UK sales and overall
performance  to  drop  significantly,  negatively  impacting  overall  financial
performance.  In  August  1999  our  UK  subsidiary  was  closed.

As part of the restructuring, we elected to write-down all slow moving inventory
and recognize all bad debts.  We have recognized  write-down losses from all old
product  lines, and have taken severe losses associated to the closing of our UK
and  HK  subsidiaries.  The  new  corporate  direction  has  focused on creating
innovative  new  products,  creating  new distribution channels offering greater
sales  and  profit  potential,  with  the  ultimate  objective  of  reaching
profitability  by  Fiscal  year  2002.  WE FEEL WE ARE ON-TRACK TO ACHIEVE THESE
OBJECTIVES.


                                        3
<PAGE>

HOT  PRODUCTS  INC  -  NEW  PRODUCT  DIRECTION


ROAD  EMERGENCY,  AUTO-SURVIVAL  AND  OUTDOOR  SURVIVAL  PRODUCTS

We  have  spent  extensive  time  and resources in researching these new product
areas  to  satisfy a serious   void that exists within the North American market
for  custom  designed,  pre-configured  emergency  and survival products. We see
these  product areas as representing significant long-term revenue opportunities
for  us. To fully understand the potential of the Global automotive aftermarket,
one  only  has  to  appreciate that it currently represents annual sales of over
$250  billion.

We  have  successfully  developed  three comprehensive product lines designed to
enhance  motorist  safety,  while  sustaining  both  motorists  and  outdoor
enthusiast's  lives  until  professional  help  arrives.  Our Survival Gear line
comprises  over  twenty  products and targets the needs of today's Biker, Hiker,
Camper,  Fisherman,  Skier,  Hunter,  Mountain  Climber  etc

The Road Emergency and Auto-Survival line focuses on the individual needs of the
owners  of  the  more  than  300 million registered vehicles in the U.S. and was
specifically  tailored  to  fit the needs of the female motorist, a market which
comprises  over  50%  of  today's  motorists.

The  Road Emergency and Auto-Survival lines comprise over fifteen products aimed
at  drivers  of cars, trucks, SUVs, motorcycles, ATVs and RVs. We have conducted
market  research  to develop these highly innovative products, and are targeting
the  OEM,  RV,  Retail,  Corporate  and  Premium  and  Incentive  channels.

All  of  our  products  are  housed in custom designed, water resistant, durable
carry  cases,  and  every  kit includes valuable safety materials that include a
survival  or  road  emergency  safety  tips  guide  and a personalized emergency
medical ID card. Our product assortment ranges in retail price from $ 39.99 to $
300.00.

These  new  product  lines will allow us to implement our new business plan, and
expand  into  new  and larger sales channels not currently available.  They will
enable  us to diversify into new marketing arenas, offering us greater access to
a  far  broader  revenue  base  of  customer.

Since  the  introduction  of  these  new  products,  we  have created successful
relationships  with major companies that include, Jiffy Lube International Inc.,
Harley  Davidson,  Polaris  Industries,  Carparts.com,  Plow  &  Hearth,  Red
Envelope.com,  Toyota  Motor Sales U.S.A. IncWe are currently working with many
other  major  companies  for  the  supply  of our products. We feel that a major
untapped market for future growth lies in the "Private Label" sector. This is an
area  where  our products will be produced for companies wishing to market these
same products under their own logo or brand name, through their own distribution
networks.  We see significant growth potential from this niche category. We feel
strongly  that  over  the next year our revenues will increase significantly for
this  division.

NUON  TECHNOLOGY  PLATFORM

NUONTM  is  the  name given to an emerging new technology platform created by VM
Labs,  Inc.,  of Mountain View California. NUON is a powerful "All-In-One" media
technology  that  enhances  DVD  capabilities,  Home  Entertainment  System  for
games/edutainment, Internet connectivity that will plug into the web, and offers
enhanced  graphics and visual effects. This new embedded technology enhances the
passive elements of digital video products such as; DVD players, digital Set-Top
Boxes  offering  everyday  consumers  the  ability  to  receive high performance
interactive  graphics  and  audio  features.


                                        4
<PAGE>

We  are a strategic licensed technology partner of VM Labs, Inc. which allows us
to  produce  and  market  a  wide assortment of peripheral products specifically
designed  to  support  the  NUON technology in both the retail and OEM channels.
Despite  a  slower  than  expected launch of the technology, Hot Products and VM
Labs, feel strongly the fall 2001 period will see increased growth. The calendar
year  2002  is projected to see explosive global growth from both the retail and
OEM  segments. Based on our license agreements and the proprietary nature of the
NUON  technology,  all products marketed by us are done so without the predatory
competitive concerns that are ramped in both the PC and Video Gaming arenas. Due
to  the  explosive  market  potential  for  NUON  within both the retail and OEM
categories,  we have created a separate NUON Peripherals Division to support the
NUON  category.  We are pursuing foreign marketing alliances that will give us a
global  distribution  platform  for  our  growing  line  of  NUON  products.

Currently  we have designed six NUON peripheral products and currently represent
the world's largest single supplier for NUON peripheral products. One product in
particular,  The  Pro-Elite  will  be  marketed  as  the  VM  Labs endorsed NUON
controller,  similar to the highly visible and globally recognized N-64 and Sony
game  controllers. The Pro-Elite will be featured in all of VM Labs print and TV
advertising  campaigns.  As  the  flagship  controller product for NUON, it will
support  optional  vibration and memory cards, be digital and analog compatible,
and  is  also  compatible  with  all  hardware  products  which utilize the NUON
technology.  In  addition,  we  have three additional products under development
with  launch  plans  over  the  next  six  to  twelve  months.  Our line of NUON
peripheral  products  have  a  retail  price  range  from  $  17.99  to $ 49.99.

Our  NOUN  Peripherals  Division  will  allow  us to utilize our engineering and
production  experience  on a product line for the NUON platform.  Our ability to
focus  heavily  on  the  OEM channel will reduce our reliance on the traditional
retail  channel.  This  wider playing field should help us become less dependent
on traditional fourth quarter retail sales which will reduce the seasonal nature
of  our  past  business  operations.

Current customers include Motorola Corp, Samsung Electronics, VM Labs Inc., Best
Buy,  The  Good  Guys,  DVD  International  Inc.  etc.

HOT  PRODUCTS  -  E-COMMERCE

To  stay  abreast of the expanding Internet - E Commerce opportunities, in March
2000  we  implemented  our  own E-Commerce website. The website was designed not
only  to expose our new products, but also to utilize the site for International
and  Domestic  account  introductions to our products. The site supports all our
new  product  lines, as well as Company and investor information.  As we expand,
the  website  will  be used to generate additional sales revenues from consumers
unable  to locate our products through traditional retail channels. We do expect
to  implement  advertising  and promotional campaigns to promote the website and
direct  consumers  to the website, however, this will be triggered when our cash
flow  will  allow for such expenditures. At this time we are pursuing efforts to
link  our  website  with  other  affiliated  sites  on  the  Internet.

ROYALTY  INCOME

We  continue  to  hold numerous technology patents for our multi-media telephony
keyboard  technologies,  which  continue  to generate quarterly royalty payments
from  other manufacturers through our royalty contract agreements. We anticipate
our  royalty income to increase as the Internet market grows, and the demand for
more  advanced  keyboard  technology  features increase within the OEM channels.

MARKETING

We  offer our products to the OEM and corporate segments internationally through
a  combination  of direct sales personnel and independent sales representatives.
We  will  enter  into  distribution  agreements  with a European company for the
distribution  of  our  NUON  products whose focus will be on the European Common
Market.

We  have  entered  into selective written agreements with U.S. independent sales
representatives  for  the  sales  and  marketing of our lines of Road Emergency,
Auto-Survival  and  Outdoor  Survival  products.  All are non-binding and may be
canceled  with  thirty  days  written  notice.


                                        5
<PAGE>

Previously  our products were sold in over 25 countries around the world.   As a
result  of our subsidiary closures, sales in the United States accounted for all
of  our consolidated sales for the year ended April 30, 2001. For the year ended
April  30, 2000 sales in the United States accounted for 73% of our consolidated
revenues  compared  to  27%  for  the  United  Kingdom.

NEW  PRODUCT  DEVELOPMENT

During  fiscal  year  ended  April 30, 2001 we have developed new products which
focus  on  the  NUON platform and  our expanding line Road Emergency, Automotive
and  Outdoor  Survival  products.  During the year ended April 30, 2001 we spent
$41,755  in research and development expenses in connection with new products to
be  marketed  during  fiscal  year  2002.

SUBSIDIARIES

In  August 1999 we closed our subsidiary in the United Kingdom and relocated its
inventory.   Since  its  inception  in  May  1997 our UK subsidiary has incurred
losses  of  approximately  $3,000,000  and  sales have declined constantly since
early 1998. Assets that were not attached from the UK subsidiary were sold where
possible,  and  inventory  either  sold or written down to reflect market value.

In June 1998 we opened a wholly owned subsidiary in Hong Kong, and this facility
was  established to oversee all manufacturing issues of our product.  As part of
our  restructuring efforts, manufacturing was significantly reduced and the need
for  this  office was deemed unnecessary. This office was closed and the manager
of  this  office  relocated  to  our  U.S.  operations.

COMPETITION

The  NUON  technology  is  a  proprietary  platform.  Due  to  the  licensed and
proprietary  nature  of the NUON technology, we do not anticipate the same level
of  competition,  as  was  experienced  in  the  past.  Our  new Road Emergency,
Automotive and Outdoor Survival Products concept and design offerings are unique
to  the  market.  We  do  anticipate  some  competition  as  the products become
popular,  however,  at  this  time  we  can find only a few company's that offer
similar  concepts but with inferior products. These suppliers target the low-end
entry  market with products that retail for under $ 40.00. Our products target a
much  different  and  broader  customer  channel.

INTELLECTUAL  PROPERTY  RIGHTS

We  consider  many  of  our products to be proprietary in nature, and our kitted
products  are very unique as they are "pre-configured" custom designed products.
Despite the fact that most of the internal components are readily   available in
the  world  marketplace,  our  design concepts do make a difference in the final
product.  There  are  significant  barriers preventing others from designing and
assembling,  similar products to those we sell, due the  extensive labor, design
logistics,  product  sourcing,  assembly,  QC  and  shipping. These elements are
likely  to  be a  deterrent to prospective new comers. We market our products on
the  platform  of  innovation,  high  quality,  customization  and superb value.

We  compete  primarily on the basis of innovation, design, quality, reliability,
and  the  ease  our  products  offer. We also compete on a value relative to the
features  matrix,  found in our products. Competitive price reductions may  have
an  adverse effect on our revenue and profitability. See "Special Considerations
-  Competition"  contained  in  Item  1  of  this  Report.

Our  success  is  dependent,  in  part,  in  maintaining our innovation, product
integrity,  proprietary  technology  know-how  and our ability to develop custom
products  in  a  timely  manner.  We  also  rely  on  a  combination of patents,
copyrights, trademarks, trade secrets, and confidentiality agreements to protect
our  product  rights. Despite these efforts, we cannot eliminate the possibility
that  competitors  could steal or copy certain aspects of our products or obtain
information  we  regard  as trade secrets.  Any infringements will be vigorously
protected  by  us.


                                        6
<PAGE>

In  February  1998  the  U.S.  Patent  Office  granted  numerous  patents on our
Multimedia-Telephony  keyboard technology. We have filed an international patent
application  designating  Europe,  Japan,  Australia, Canada, Brazil, China, and
South  Korea. We have license agreements with Maxi Switch, Silitek and NMB.  All
are  marketers  of similar technologies, which infringe on our patents.  We have
received  Royalty  revenues and believe we have the potential to generate strong
annual  revenues  for  our  technology  as  the demand by corporations to reduce
workspace  clutter  and improve productivity will result in increased demand for
keyboards  which  integrate  our  technologies.  The  current royalty agreements
generated  royalty  revenues  of  approximately  $100,662 USD for the year ended
April  30,  2001.

Although  we  believe  patent,  trade  secret,  and  copyright  protection  are
significant  to  our  competitive position, other factors also exist. Knowledge,
ability,  and  the  experience  of  our personnel, along with our success at new
product development, innovation and enhancements, in conjunction with brand name
recognition  are  more  significant  to  our  competitive  position.

RAW  MATERIALS  -  SUPPLIES  -DELIVERY

We  receive  and  inspect  finished  products  and  component  parts  at our U.S
facility.  We QC every item delivered for compliance with our specifications and
quality assurance.  In the past our limited operating capital  has affected  our
ability  to  receive  product  in  a  timely  manner,  however, we have improved
deliveries  during  this  fiscal period through stronger supplier relationships.
The  interruption  of  supply  has  affected our ability to supply products in a
timely  manner,  which  has  resulted  in  losses  in sales revenues and company
profits,  but the future is looking much brighter. We have secured new suppliers
for all of our new product lines, and feel strongly that good relationships with
them  exist.  Though  we  cannot  be  certain  there  will  not  be  any  future
interruption  of  raw  materials or deliveries, providing adequate funding is in
place,  we  do  not  anticipate  this  to  be  an  issue  going  forward.

EMPLOYEES

As  of  April 30, 2001, our United States operation had six full-time employees.
We  will  require  additional  personnel  over  the  coming year to allow it the
necessary  resources  to  build  the  new  business.  None  of our employees are
represented  by  a  labor  union.  We believe our employee relations are in good
standing.  We  have  established  new  contracts  with  independent  sales  rep
organizations  for  sales  of  our  new  products  within  the  U.S.  market.

                SPECIAL CONSIDERATIONS

LIMITED  OPERATING  HISTORY

We  commenced  operations  in  June of 1993 as a producer and marketer of CD-ROM
audio  cables.  In  October  1993,  we  began developing PC multimedia accessory
products.  In  1996,  we  entered  the  computer and video game markets with the
introduction  of  a  line  of  PC  and  video  arcade racing wheels. In 1997 our
accounting  firm  terminated  its  relationship  with us prior to completing our
annual  audit  and  10K  filing.  As  a  result  our  accounting firm's untimely
resignation,  our  annual  10K  filing was not filed in a timely manner with the
SEC.  As such, the NASD elected to de-list our shares from the Small Cap Market.
In  Fiscal  2000, we began developing our Road Emergency, Automotive and Outdoor
Survival  Products.  NUON  development  commenced  in  calendar  year  1999.
Accordingly,  there  is  limited  historical financial information about us upon
which  to  base  an evaluation of our performance, other than to say that all of
our  new  products,  coupled  with  our  NUON  products division, are being well
received  in  the  market,  and  management is optimistic that these new product
categories  will  grow  revenues over the next few years and allow us to reach a
level  of  profitability.

In  addition,  our  business  is  subject  to  problems associated to, expenses,
delays,  and  risks  inherent in the establishment of a new business enterprise,
including  limited capital, possible cost overruns, competitive activity and the
absence  of  an  operating  history.  Despite  significant  obstacles,  we  have


                                        7
<PAGE>

continued operations, and have succeeded in moving forward, with the development
of  exciting  new  products.  There  can  be  no  assurance our business will be
successful or that we will be able to achieve or maintain profitable operations.
See  "Business"  contained  in  Item  1  of  this  Report.

HISTORY  OF  LOSSES

We  have  incurred  operating losses since inception, and reported net losses of
$1,236,516 and $3,167,373 for the years ended April 30, 2001 and April 30, 2000,
respectively.  As  of  April  30,  2001,  we  had an accumulated deficit of over
$19,800,000.  Losses  incurred  since  inception  are  attributable primarily to
start-up  costs  incurred  in  developing  our  product  lines,  the  costs  of
introducing new products to market, inventory adjustments, costs associated with
the  operation of our UK subsidiary, and problems associated to our inability to
receive  adequate  operating  capital  due to our de-listing issue in 1997.   To
date,  operating  revenues have not been sufficient to cover these costs. We had
net  revenue  of  $603,606  for  the  year  ended  April 30, 2001, a decrease of
$28,787  over net revenue of approximately $632,393 for the year ended April 30,
2000.  We  reported  a  net  loss for the year ended April 30, 2001. Competitive
activities  for  the  last  year  intensified. There can be no assurance we will
generate  sufficient operating revenue, expand sales of our products, or control
our  costs  sufficiently  to  achieve or sustain profitability. At this time, we
have  reduced  operating  expenses  to the lowest level possible. We continue to
explore  additional  investment  opportunities.  We  believe  through  our
restructuring efforts, reduction in operating costs, creation of our new product
direction,  and  in  association  with  the  NUON technology alliance, despite a
slower  than  expected  launch  of  this  technology,  combined  with additional
operating  capital,  WE  HAVE THE ABILITY TO REACH A PROFITABLE LEVEL DURING OUR
NEXT  FISCAL  YEAR.

Our  policy  has always been to write down, write off and account and report for
all  obsolete  inventories.  We  have  continued  to  develop new products, at a
significant  cost  to  our  bottom  line.  We  have maintained an open book with
industry  press  releases  on  all  material  aspects  of  our  operations,  and
management knows  the primary roadblocks for us has been our de-listing from the
NASDAQ  Exchange.  As  a  result  of  this,  we have not been able to obtain the
necessary  operating  capital  when required to ensure product development.  Our
inability  to  obtain sufficient funding, combined with our inability to receive
customer  orders and have inventory to fill these orders in a timely manner have
prevented  us  from  reaching  a  profitable level.  Had these elements not been
ongoing  problems,  management  knows  our operating results would have improved
substantially.

See  "Management's Discussion and Analysis of Financial Condition and Results of
Operations"  contained  in  Item  6  of  this  Report.

DEPENDENCE  ON  KEY  PERSONNEL:  NEED  TO  ATTRACT  NEW  PERSONNEL

The  loss of the services of James L. Copland, President, Treasurer, Chairman of
the Board and Chief Executive Officer, would have a material adverse effect upon
the  us.  We  maintain  a  five-year  employment agreement with Mr. Copland. Mr.
Struthers,  our  Vice President for the NUON division also maintains a five-year
agreement.  Ms.  Catherine  Copland  maintains  a three-year agreement.  Similar
terms  and conditions apply for these two individuals.  We maintain key man life
insurance  on  Mr. Copland in the amount of $1,000,000. We have assigned seventy
five  percent  of the proceeds of this policy to the estate of the insured, with
the  remainder  in  favor of us. Our success also is dependent on our ability to
identify,  recruit,  and  retain additional experienced management, engineering,
and  marketing  personnel,  an  area  management  feels  is vital for our future
operating  endeavors.

Failure  to  attract  and  retain  personnel  with the requisite expertise or to
internally  develop  personnel  with  such  expertise  will adversely affect the
prospects  of  our  future  success.

There  can  be  no  assurance  we  will  be able to hire or retain the necessary
personnel, however with additional financing and through the industry acceptance
of  our  new line of products, we are confident this will enhance our ability to
attract  new  qualified  professionals.


                                        8
<PAGE>

See "Directors and Executive Officers of the Registrant; Compliance with Section
16(a) of the Securities Exchange Act of 1934" contained in Item 9 of this Report
and  "Executive  Compensation  -  Employment Agreements" contained in Item 10 of
this  Report


RELIANCE  UPON  MAJOR  CUSTOMERS

Three  customers  were responsible for 64% of our net revenue for the year ended
April  30, 2001.  The total of these customers for the year ended April 30, 2000
represented 23% of the net revenueWe continue to enlarge our customer base, and
we  expect our reliance for new business to be spread over a much wider customer
base  over  the  next  year,  new customers are brought on board by the Company.

DEPENDENCE  ON  THIRD  PARTY  SUPPLIERS

We  have  supply  agreements  with  many  of  our  new  suppliers.  We  have not
experienced  any  material  difficulties  in  obtaining  supplies from these new
suppliers  as  with  the  untimely  deliveries of new products from our previous
manufacturer.  We  believe, additional suppliers are identifiable and accept any
reduction  or  interruption  in future supply from our suppliers would adversely
affect  our  ability  to  supply  orders in a timely manner. See "Business - Raw
Materials  and  Supplies"  contained  in  Item  1  of  this  Report.

RISKS  ASSOCIATED  WITH  INTERNATIONAL  SALES  -  CURRENCY  FLUCTUATIONS

Expenses  from  foreign operations are not denominated in U.S. dollars. Expenses
denominated  in  foreign currency accounted for approximately 0% of our expenses
for  the  year  ended April 30, 2001, and 28% of our expenses for the year ended
April  30,  2000.  This  decrease  is  a  direct result of the closing of our UK
subsidiary  in  August 1999.  As most of our planned sales will be for the North
American  market (excluding NUON) our operations abroad should not be exposed to
risks  such  as  exposure  to currency fluctuations, exchange rates, tariffs and
other  barriers,  differing standards requirements, difficulties in staffing and
managing  international  operations,  differing  regulatory  requirements,
potentially adverse tax consequences, and country-specific product requirements.
All  our  sales are in US Dollars.  In addition, we are not exposed to gains and
losses  on  international  currency transactions. Currently, we do not engage in
international  currency  hedging  transactions.  There  can be no assurance that
these factors will not have an adverse impact on our future revenue or operating
results.  See  "Business  -  Marketing"  contained  in  Item  1  of this Report.

SEASONALITY  -  FLUCTUATIONS  IN  QUARTERLY  OPERATING  RESULTS

As  new  standards  and  new products are introduced into the market, sales will
grow  as  these  products  are  accepted  into  the market. Our products are not
seasonal in nature.  We should not be dependent on fourth quarter calendar sales
as  was  the  past  practice,  however,  our  revenues  may vary from quarter to
quarter.  Additional  factors  which  may  affect  revenue include the timing of
customer  orders,  changes  in  our  product  mix, introduction of new products,
pricing  pressures,  timely  deliveries, and economic conditions.  Though vastly
reduced, we will continue to incur development, sales, and marketing expenses in
anticipation  of  future sales. If demand for our products weakens, or if orders
are  not  shipped in any quarter as anticipated, the results of operations for a
quarter  could  be adversely affected. See "Management's Discussion and Analysis
of  Financial  Condition  and Results of Operations" contained in Item 6 of this
Report.

NEED  FOR  ADDITIONAL  FINANCING  -  ALLIANCES

Our continued viability will be dependent upon our ability to generate cash from
operations or to obtain additional financing sufficient to meet our obligations.
Unless we are able to generate cash from operations sufficient to fund operating
needs,  we will be required to obtain additional financing through investment or
other  options.  Management  is currently negotiating with sources that it hopes
will culminate in securing new operating funds. We continue to pursue additional
investment  capital, however, there are no assurances management will prevail in
these  efforts.


                                        9
<PAGE>

We  have  a  factoring  agreement  to  finance  our U.S. receivables through Sun
Capital Inc.  Our need to factor our receivables is a direct result of a lack of
working  capital.  Such  arrangements bear higher interest costs and have had an
adverse  effect  on  margins  and  operational  expenses,  but  does  offer cash
infusions  we  require.

LITIGATION

We  are  currently  involved in some legal proceedings. To the extent that these
lawsuits requires management time and other resources, results of operations may
be  negatively impacted. See "Business Legal proceedings" contained in Item 3 of
this  Report.

LACK  OF  DIVIDENDS
We  have  never  paid  any  cash  dividends  on  our  common stock and we do not
anticipate  paying  dividends  in  the foreseeable future. Instead, we intend to
apply  any  earnings  to  the  expansion  and  development  of  our  business.

CHANGE  IN  CONTROL  PROVISIONS

The  Arizona  General  Corporation  Law  contains provisions, which may have the
effect of making more difficult or delaying attempts by others to obtain control
of  the  Company,  even  when  these  attempts  may  be in the best interests of
shareholders.

LIMITED  LIABILITY  OF  COMPANY  DIRECTORS

Our  Amended  and  Restated  Articles  of  Incorporation  eliminate the personal
liability of a director to the Company and its shareholders for monetary damages
for  breach  of  fiduciary  duty  of  care  as  a  director,  subject to certain
exceptions, to the fullest extent allowed by Arizona law. Accordingly, except in
such  circumstances,  our  directors  will  not  be liable to the Company or its
shareholders  for  breach  of  such  duty.

POSSIBLE  VOLATILITY  OF  STOCK  PRICE

Our  Common  Stock is traded on the over the counter bulletin board (OTCBB). The
trading  price  of  our  common  stock  in  the  future could be subject to wide
fluctuation  in  response  to  factors  such  as  technological innovations, new
product  developments,  general trends in the our industry, as well as quarterly
variations in our results of operations and market conditions in general. During
certain  periods,  the  stock  markets have experienced extreme price and volume
fluctuations  which  have particularly affected the market prices for many small
companies  and,  which often have been unrelated to the operating performance of
such  companies. These broad market fluctuations and other factors may adversely
affect  the  market price of our common stock.  See "Market for the Registrant's
Common  Equity  and  Related  Stockholder  Matters"  contained in Item 5 of this
Report.

PENNY  STOCK  RULES

Because we are no longer listed on the NASDAQ Small Cap market, our common stock
falls  within  the definition of "penny stock" under the Securities Exchange Act
of  1934.  Accordingly, brokers engaging in transactions in our common stock are
required  to  provide  a  customer with risk disclosure documents, disclosure of
market  quotations,  if any, disclosure of compensation of the broker/dealer and
the salesperson of the transaction and monthly accounting statements showing the
accounts.  This  de-listing  has prohibited us from seeking additional operating
capital through traditional channels. These rules create a "less willingness" by
brokers  to  engage  in  transactions  in  our securities due to an OTC listing.

LOOKING  FORWARD  INFORMATION  MAY  PROVE  INACCURATE

This  Report  contains  various forward-looking statements that are based on our
beliefs  as  well  as assumptions made by and information currently available to
us.  When  used  in  this  Report,  the words "believe," "expect," "anticipate,"
"estimate,"  and  similar  expressions  are intended to identify forward-looking
statements.  Such  statements  are  subject to certain risks, uncertainties, and
assumptions,  including  those identified under "Special Considerations." Should


                                       10
<PAGE>

one  or  more  of these risks or uncertainties materialize, or should underlying
assumptions  prove  incorrect,  actual  results  may  vary materially from those
anticipated,  estimated or projected.  In addition to the other risk factors set
forth  above,  among  the  key  factors  which  may have a direct bearing on our
results  is  our  ability to meet existing financial obligations in the event of
adverse  economic  conditions,  or  to  obtain additional capital to fund future
commitments and expansion, or as it pertains to our relationship with employees.

ITEM  2.     FACILITIES

Our  U.S.  operation  leases  a  facility  located  in the Scottsdale Airpark in
Scottsdale,  Arizona.  The  facility  leases  approximately 6,500 square feet of
warehouse  space  and  approximately 2,000 square feet of executive office space
for  approximately  $7,500  per  month. The lease expires February 28, 2002.  We
anticipate  our  current  facilities  are sufficient for the short term, however
additional office space through new hires will be necessary at that time. To the
extent  additional  warehousing  space is required, we intend to lease off-site,
short-term  storage  facilities.

ITEM  3.     LEGAL  PROCEEDINGS

Pending  Litigation

A.  Home  Arcade  v.  the  Company

In  September  of  1997, Home Arcade filed suit in San Jose, California, against
the  Company  re  a  license  dispute.  THIS  CASE WAS SETTLED WHEN BOTH PARTIES
AGREED  TO  "AN  OUT  OF  COURT  SETTLEMENT"  IN  JULY  OF  2001.

B.  The  Company  v.  Toback  CPAs

In  June  1999  we  filed suit against Toback CPAs seeking damages for the firms
untimely  resignation  in  September  of  1997.  THIS CASE WAS SETTLED WHEN BOTH
PARTIES  AGREED  TO  "AN  OUT  OF  COURT  SETTLEMENT"  IN  JULY  2001.

C.  FAC  Limited

In  April  of 2000, we filed suit in Hong Kong against a former supplier for the
damages  arising  from  his  delivery  of  defective products for which the same
supplier  would  not  honor  appropriate  replacement  products.  The company is
seeking damages in the amount of approximately $ 50,000 USD, and is confident it
will  prevail  in  this  litigation.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Not  applicable.


                                       11
<PAGE>

                                 PART  II

ITEM  5.     MARKET  FOR  THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

Our  common  stock now trades on the OTC Bulletin board under the symbol "HPIC".

The following table sets forth the quarterly, low bid and high ask prices of our
common  stock  for  the  calendar  periods  indicated on the OTC Bulletin Board.
(Adjusted  for  reverse  stock  split.)

Common Stock
--------------
                                   Bid   Ask
                                   ----  ----
1999
Third  Quarter. . . . . . . . . .   .50  1.16
Fourth Quarter. . . . . . . . . .   .38  1.72
 2000
First  Quarter. . . . . . . . . .  1.22  2.09
Second Quarter. . . . . . . . . .   .31  1.25
Third  Quarter. . . . . . . . . .   .30   .38
Fourth Quarter. . . . . . . . . .   .13   .44
2001:
First  Quarter. . . . . . . . . .   .33   .75
Second Quarter. . . . . . . . . .   .25   .69

Our  shares  of common stock and are traded on the over the counter market under
the symbol "HPIC". See Part I, Item 1 for further discussion. We have never paid
any  cash dividends on its capital stock and does not anticipate paying any cash
dividends  in  the foreseeable future. Instead, we intend to retain any earnings
to  provide  funds  for  use  in  our  business.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

During  this  current fiscal year we completed a funding program which consisted
of  a  convertible  debt  instrument for $400,000.  On January 18, 2001 this was
converted into 3,478,988 shares of restricted common stock at the request of the
holder.

During  Fiscal 2000, pursuant to a private placement, we sold $709,000,  886,250
shares  of  unregistered common stock together with  295,418 three-year warrants
at  the  exercise  price of $1.00 per share.  These issuances were to accredited
investors,  non-recurring,  and  privately  negotiated.

ITEM  6.  SELECTED  FINANCIAL  DATA;  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF
          FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS

                      SELECTED CONSOLIDATED FINANCIAL DATA

The  following  table summarizes certain selected consolidated financial data of
the  Company  and is qualified in its entirety by the more detailed Consolidated
Financial  Statements and Notes thereto appearing elsewhere herein. The data has
been  derived  from  the  financial statements of the Company audited by Weber &
Company  for  the  year  ended  April  30,  2001  and  April  30,  2000


                                         Year Ended April 30,
                                           Operating Data:
                                          2001          2000

Net sales                            $    603,606   $   632,393
Net  loss                             ($1,236,516)   (3,167,373)
Loss per share                       $       0.17   $      0.74
Weighted Average shares outstanding     7,271,013     4,278,848

                                          April 30, 2001
Balance  Sheet  Data:
Working  capital                           ($2,099,963)
Total  assets                               $  604,883
Shareholders'  deficit                     ($2,009,695)


                                       12
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

OVERVIEW

Hot  Products,  Inc.com  was  formed  in  June  1993.  We  develop  and market a
diversified  line  of  products  through  two  distinctive  divisions.  The NUON
division focuses on the emerging consumer DVD player and OEM Set-Top Box arenas.
Our  second  division specializes in creating and marketing a wide assortment of
highly  innovative and professionally designed Road Emergency, Auto-Survival and
Outdoor  Survival  products.  HPI  holds  patents  for  its  previously designed
multimedia-telephony  keyboard  technology  which  is  licensed  to  other major
International  keyboard  manufacturers.

Over  the  last  twelve  months  HPI  has redirected its product marketing focus
towards  the  new  emerging  NUON  technology  for  digital DVD players, digital
Set-Top  boxes.  We have also developed a superior line of products aimed at the
Road  Emergency,  Auto-Survival  and Outdoor Survival categories.  Our corporate
restructuring  efforts  continue,  and  we  have  reduced operating costs, while
redirecting  our  attentions towards larger, newer and less competitive markets.
With  the  emerging  market  growth  of NUON, coupled with the initial favorable
acceptance  of  our non NUON products, management is optimistic that Fiscal year
2002  can  be  one  where  we break even, or quite possibly achieve our goal for
profitability.

NET  REVENUES

Net  revenues  for  the  year  ended  April  30,  2001 were $603,606 compared to
$632,393  for  the year ended April 30, 2000.  This decrease was a direct result
of lower royalty revenues of $60,749.  Royalty revenue was $100,662 for the year
ended  April  30,  2001  compared to $161,411 for the year ended April 30, 2000.
Sales  for  new product lines increased to $448,041 for the year ended April 30,
2001  compared  to  $8,400  for the year ended April 30, 2000.  This increase of
$439,641  is  a  direct result of the acceptance of our new product lines in the
market.  NUON  related  product  sales  increased to $387,899 for the year ended
April  30,  2001, an increase of $379,499.  Initial sales of our Road Emergency,
Outdoor  Survival  and  Power Products were $60,192 for the year ended April 30,
2001.  Sales of old line products were $54,853 for the year ended April 30, 2001
compared  to  $462,582  for  the  year ended April 30, 2000.  This decrease is a
direct  result  of  reduced  inventory  levels  of  old product lines along with
reduced  selling  prices  for  old  line  products.

GROSS  PROFIT

Gross  profit  for  the  year  ended  April 30, 2001 was a  $314,357 compared to
$66,257 for the year ended April 30, 2000. This increase, $248,100, was a direct
result of ongoing cost reductions, higher margin sales, less competition for new
products,  as  compared to lower margins and greater competitive erosion for old
line  products.  New  line  products  are not burdened with the same competitive
market  pressures  as  were  prevalent  for  our  older  line  products.

SALARIES  AND  BENEFITS

Salaries  and  benefits  expense  for the year ended April 30, 2001 was $488,615
compared  to  $1,135,091  for  the  year ended April 30, 2000.  This significant
decrease,  $646,476  is  a  direct  result  of decreased staff combined with the
closing  of  our  UK  and  Hong  Kong  subsidiaries.

SELLING  AND  PROMOTION

Selling  and  promotion expenses were $152,627 for the year ended April 30, 2001
compared  to  $327,774  for  the  year  ended  April  30, 2000.  The decrease of
$175,147  can  be  attributed to reduced travel and salaries.  Travel and salary
expense  was  $13,093 for the year ended April 30, 2001 compared to $152,502 for
the  year  ended  April  30, 2000.  Costs for samples and product brochures also
showed  a reduction of $71,281 for the year ended April 30, 2001 compared to the
year  ended April 30, 2000.  Advertising and trade show expense were $57,593 for
the  year  ended April 30, 2001 compared to $34,470 for the year ended April 30,
2000.  This  increase  was  a  result of the launch of our new product lines and
attendance  at  industry  trade  shows.


                                       13
<PAGE>

OFFICE  AND  ADMINISTRATION

Office  and  administration  expenses were $706,618 for the year ended April 30,
2001  compared  to $715,270 for the year ended April 30, 2000.  The reduction of
$8,652  represents  reductions  in  insurance, printing and other related costs.
Office  and  administrative  cost have been severely reduced over the past three
years  and  management  makes  reductions whenever possible and will continue to
monitor  these  costs  for  potential  reductions.

RESEARCH  AND  DEVELOPMENT

Expenditures  for research and development showed an increase to $41,755 for the
year ended April 30, 2001 compared to $35,840 for the year ended April 30, 2000.
This  increase  of  $5,915  is  a  direct  result  of  our  need to develop new,
innovative  products  to  add  to  our  current  product  assortment.

OTHER  INCOME  AND  EXPENSES

Other  expenses  were  $266,493  for  the  year ended April 30, 2001 compared to
$1,184,063  for  the  year  ended  April  30,  2000.  Costs  associated  with
discontinued  product  line  decreased  to $135,805 for the year ended April 30,
2001  compared  to  $757,727  for  the  year  ended  April  30,  2000. This is a
significant  improvement  for  us,  and indicates our cost cutting measures have
been  very  effective.  One  time  costs  associated with a proposed acquisition
decreased  $402,000 for the year ended April 30, 2001 compared to the year ended
April 30, 2000.  Interest and factoring charges were $130,688 for the year ended
April  30,  2001  compared  to  $24,336  for the year ended April 30, 2000.  The
increase in interest and factoring costs are a direct result of our inability to
obtain  less  expensive funding since our de-listing.  Other income was $105,235
for  the year ended April 30, 2001 compared to $164,408 for the year ended April
30,  2000.  This decrease is a direct result of decreases in interest income and
gains  on  foreign currency translations along with reduced settlements on older
accounts  payable  accounts.

NET  LOSS

Our  net  loss  for  the  year  ended  April 30, 2001 was $1,236,516 compared to
$3,167,373 for the year ended April 30, 2000.  This decrease of  $1,930,857 is a
direct  result  of reduced costs and higher profit margins on new product lines.
We  have  continued  facing  hard  times  through a lack of sufficient operating
capital  necessary  for solid marketing, advertising and purchasing capabilities
necessary  to  drive  revenues, HOWEVER, OUR COST CUTTING MEASURES AND CORPORATE
RESTRUCTURING  ARE  WORKING  AND  ASSISTING US IN OUR SOLE OBJECTIVE OF REACHING
PROFITABILITY.

Our  net  loss  for  the  year  ended  April 30, 2001 is attributed to operating
deficiencies and our overall restructuring efforts. We expect a significant rise
in  revenues  during  our  next fiscal year, as our new products receive broader
distribution and as more DVD manufacturers ship greater numbers of NUON enhanced
DVD  players into the world markets. We fully expect to reach profitability next
year.  Our  total  operating expenses decreased to $1,389,615 for the year ended
April  30,  2001 compared to $2,213,975 for the year ended April 30, 2000.  This
decrease  of  $824,360  represents our continued dedication to controlling costs
and  reducing  operating  expenses.

Over  the  past  year  our management has spent a substantial amount of time and
effort  in addressing corporate administrative, reorganization and restructuring
issues  We have absorbed costs and have taken write-downs to position us for our
new  direction  and a profitable future. Our management feels that over the past
year  this  was  accomplished  and  we  are positioned for the future growth and
profitability.  Effective in the first quarter of Fiscal 2002  our UK subsidiary
has  been officially dissolved.  This dissolution by Companies House effectively
relieves  us of any unresolved debts of our former UK subsidiary.  The effect of
this will be recognition of a gain on the final dissolution of our UK subsidiary
effective  for  Fiscal  Year  2002.


                                       14
<PAGE>

NET  LOSS  PER  SHARE

Net loss per share was $0.17 for the year ended April 30, 2001 compared to $0.74
per  share  for  the  year  ended  April  30,  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our  working  capital  deficit  was $2,099,693 for the year ended April 30, 2001
compared  to  $1,781,171  for  the  year  ended  April 30, 2000.  This increased
deficit  is  directly  attributable  to restructuring efforts, combined with our
continued  write  downs and expenses associated to our former business model. We
must  rely on more expensive, second tier financing which dramatically increases
costs  and  reduces  working  capital.  Over  the  next  twelve  months  it  is
anticipated  we  will require additional working capital to continue to fund our
operations  while  our  new  products  attain  acceptance in the market.  We are
actively exploring both debt and equity financing as well as holding discussions
with potential merger partners in order to obtain such funding.  We are actively
pursuing  additional  investment  capital,  however,  there  is  no  assurance
management  will  be  able  to  obtain  such  financing.


ITEM  7.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Reference  is  made  to  the financial statements, the notes thereto and reports
thereon,  commencing  at  page  20  of  this report, which financial statements,
report,  notes  and  data  are  incorporated  herein  by  reference.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

     Not  applicable.

                                    PART III

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE REGISTRANT; COMPLIANCE
             WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

Directors  and  Executive  Officers

The following table sets forth information  concerning each of the directors and
executive  officers  of  the  Company:

Name               Age                    Position
-----------------  ---  --------------------------------------------
James L. Copland    51  President, Treasurer, Chairman of the Board,
                        and Chief Executive Officer
Catherine Copland   52  Secretary, Director
Steve Deckrow       55  Director
Greg Struthers      47  Director

James  L.  Copland has served as President, Treasurer, and Chairman of the Board
since  its  inception.  Mr.  Copland  has  held senior management positions with
numerous companies He served as Vice President of  Sales and Marketing for North
and  South  America  for  Aztech  Labs,  Inc.,  a  manufacturer  and marketer of
multimedia  sound cards.  As Vice President, Sales of Bondwell Industrial, Inc.,
a  manufacturer  and  distributor  of  notebook  computers  and  joy  sticks. As
President  for North American Operations of Laser Friendly, U.S. From 1984 until
1986  he  served  as  Vice  President,  Sales  and  Marketing,  of  Atari (U.S.)
Corporation.  From  1982  until  1984,  Mr.  Copland served as General Sales and
Marketing Manager of Commodore Computers, a Canadian company. Mr. Copland is the
husband  of  Catherine  Copland.


                                       15
<PAGE>

Catherine  Copland  has served as a director of the Company since December 1994,
as  Assistant  Secretary  since  April  1995, and as Manager of Customer Service
since  January  1995  and  as  secretary since January 1997. Prior to this, Mrs.
Copland  has  held various administrative positions with major corporations that
included,  Sun  Life  Insurance Company of Canada, Munich Reinsurance Company of
Canada,  and  Pantek  (US)  Corp.  Mrs. Copland is the wife of James L. Copland.

Steve Deckrow has been a director of the Company since September 1997. From 1989
until  1992, Mr. Deckrow served as President for the publicly and privately held
LAN VAR Systems Integration Company. From 1992 until 1994, Mr. Deckrow served as
Vice  President  of Sales and Marketing for Next Link LLC., a telecommunications
company  that provides client/server computing and systems integration services.
Mr.  Deckrow  is presently an independent consultant, assisting companies in the
launch  of  Internet  services  designed  to  link  buyers with sellers in local
markets  through an on-line business/residential listings and integrated mapping
directory  services.

Gregory  Struthers  has  been a director of the Company since January 1999.  Mr.
Struthers  has  served  as Executive Vice President of the Company since January
1999.  Mr.  Struthers served as Director of Asian Operations, based in Asia, for
the  Company from January 1997 to January 1999.  Previous to this, Mr. Struthers
served  as  Vice  President  of  Operations  for  Lee  Data Inc., a wholly owned
subsidiary  of  IIS  Ltd.,  based  in  Haifa,  Israel.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors,  officers, and persons who own more than 10% of a registered class of
the  Company's  equity  securities  to  file reports of ownership and changes in
ownership  with  the Securities and Exchange Commission. Directors, officers and
greater than 10% shareholders are required to furnish the Company with copies of
all  Section  16(a)  forms  they  file.

The  Company believes that each person who, at any time during such fiscal year,
was  a  director,  officer or beneficial owner of more than 10% of the Company's
Common  Stock  complied  with  all Section 16(a) filing requirements during such
fiscal  year.

ITEM  10.     EXECUTIVE  COMPENSATION

                           Summary Compensation Table

The  following  table  sets  forth  all  compensation  earned  by  the our Chief
Executive  Officer  (the  ("Named Officer") for services rendered to the Company
during the two preceding fiscal years. No other executive officer of the Company
earned  more  than  $90,000  in  the  prior  fiscal  years.

                             Fiscal      Annual
Name and Principal Position   Year    Compensation
---------------------------  ------  --------------
James L. Copland               2001  $   175,000(1)
President, Treasurer,          2000  $     150,000
Chairman of the Board, and
Chief Executive Officer

(1)  Mr.  Copland's  annual pay rate is reflected here, however, Mr. Copland has
deferred  over  $145,000  in salary during the current year and over $51,000 for
fiscal  year  ended  April  30,  2000.


                                       16
<PAGE>

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth certain information with respect to beneficial
ownership  of  the Common Stock as of August 3, 2001 by (i) each person known by
the  Company  to be the beneficial owner of more than five percent of the Common
Stock,  (ii)  each director of the Company, and (iii) all executive officers and
directors  of  the  Company  as  a  group.

Number of Shares
Name and Address                      Beneficially Owned(1)  Percent of Total(1)
------------------------------------  ---------------------  -------------------
James L. and Catherine Copland(2)(3)           3,890,016(3)                  33%

Directors and key employees as a
group (four persons)(2)(3)                     4,390,571(3)                  37%

     (1)  In  calculating percentage ownership, all shares of Common Stock which
          the  named shareholder has the right to acquire upon exercise of stock
          options  are deemed to be outstanding for the purpose of computing the
          percentage  of  Common  Stock  owned  by such shareholder, but are not
          deemed  to  be outstanding for the purpose of computing the percentage
          of  Common  Stock  owned  by any other shareholder. Percentages may be
          rounded.

     (2)  Each  of  such persons may be reached through the Company at 7625 East
          Redfield  Road,  Suite  #  200  Scottsdale,  Arizona  85260.

     (3)  Includes  common  stock  owned  and  stock  options.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

During  the  year  ended  April  30,  2000  our  Board of Directors approved the
issuance  of  1,000,000  common  shares valued at $0.375 to the Company's CEO as
compensation. An additional 468,750 shares valued at $0.32 were granted to James
L.  Copland  as  a  $150,000 bonus.  Due to cash flow considerations Mr. Copland
declined  a  cash  payment  in  favor  of  common  stock

We  believe  the  forgoing transaction was on terms no less favorable to us than
could have been obtained from unrelated third parties.  We intend to continue to
require  any  future  transactions  with affiliated parties be on such terms and
approved  by  a  majority  of  the  disinterested  directors.


                                       17
<PAGE>

                                    PART IV

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  10-K

(a)        Exhibits

Exhibit
Number     Exhibit
------     -------

1.3(1)     Form  of  Underwriter's  Warrants
1.4(1)     Form  of  Warrant  Agreement
3.1(1)     Restated  Articles  of  Incorporation
3.2(1)     Bylaws
4.1(2)     Form  of  Certificate  evidencing  shares  of  Common  Stock
4.2(2)     Form  of  Certificate  evidencing  Stock  Purchase  Warrant
4.3(2)     Certificate  of  Designation  of  Series  A  Preferred  Stock
4.4(2)     Form  of  Certificate  evidencing  Series  A  Preferred  Stock
10(3)      Form of Employment Agreement between the Company and James L. Copland
           dated July  1,  1997
21.0(2)    Subsidiaries  of  the  Registrant
22.0       9%  Convertible  Debenture

 (1)       Incorporated  by  reference  to  the  Registrant's  Registration
           Statement  on  Form  SB-2  (Registration  No.  33-96812  LA).

 (2)       Incorporated  by  reference  to  the  Registrant's  Registration
           Statement  on  Form  SB-2  filed  with  the  U.S.  Securities  and
           Exchange  Commission  on  or  about  September  23,  1996.

 (3)       Incorporated  by  reference to the Registrant's Registration
           Statement  on  Form  SB-2  filed  with  the U.S. Securities and
           Exchange  Commission  on  or  about  June 30,  1997.

(b)     Reports  on  Form  8-K;

     There  have  been  no reports filed on Form 8-K during the final quarter of
fiscal  year  ended  April  30,  2001,  the  period  covered  by  this  report.


                                       18
<PAGE>

                                   SIGNATURES

In  accordance  with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                              HOT PRODUCTS, INC.COM

Date:  August 10, 2001               /s/  James  J.  Copland
                                     -----------------------
                                     James L. Copland, Chairman of the Board,
                                     President, Treasurer, Chief Executive
                                     Officer, and Director

In  accordance  with  the  Securities Exchange Act of 1934, this report has been
signed  below  by  the  following persons on behalf of the registrant and in the
capacities  and  on  the  date  indicated.

Signature                              Title                       Date
---------------------  -------------------------------------  --------------
/s/ James L. Copland   President, Treasurer, Chief Executive  August 6, 2001
---------------------
James L. Copland       Officer, and Director

/s/ Catherine Copland  Assistant Secretary and Director       August 6, 2001
---------------------
Catherine Copland

/s/ Greg Struthers     Director                               August 6, 2001
---------------------
Greg Struthers

/s/ Steve Decrow       Director                               August 6, 2001
---------------------
Steve Decrow

/s/ Rick Greenberg     Director of Finance                    August 6, 2001
---------------------
Rick Greenberg


                                       19
<PAGE>

                              HOT PRODUCTS, INC.COM


                     CONSOLIDATED FINANCIAL STATEMENTS AS OF
                                 APRIL 30, 2001
                        AND INDEPENDENT AUDITORS' REPORT


<PAGE>

HOT  PRODUCTS,  INC.COM

TABLE  OF  CONTENTS
-------------------------------------------------------------------

                                                               PAGE

INDEPENDENT  AUDITORS'  REPORT                                  F-1

CONSOLIDATED  FINANCIAL  STATEMENTS  FOR  THE  YEARS  ENDED
  APRIL  30,  2001  AND  2000:

  Consolidated  Balance  Sheet                                  F-2

  Consolidated  Statements  of  Operations                      F-3

  Consolidated  Statements  of  Stockholders'  Deficit          F-4

  Consolidated  Statements  of  Cash  Flows                     F-5

NOTES  TO  FINANCIAL  STATEMENTS                                F-6


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors  of
Hot  Products,  Inc.com
Scottsdale,  Arizona:

We  have  audited  the  consolidated  balance  sheet  of  Hot  Products, Inc.com
(formerly  SC&T  International,  Inc.)  and  subsidiaries (the "Company"), as of
April  30,  2001  and  the  related  consolidated  statements  of  operations,
stockholders'  deficit  and  cash  flows for each of the two years in the period
ended  April  30,  2001.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the consolidated financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  based  on  our  audits, the consolidated financial statements
referred  to  above  present  fairly, in all material respects, the consolidated
financial  position  of  Hot  Products, Inc.com and subsidiaries as of April 30,
2001  and  the consolidated results of their operations and their cash flows for
each  of  the  two  years in the period ended April 30, 2001, in conformity with
generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will  continue as a going concern. The Company has a working
capital  deficit of $2,099,963 at April 30, 2001 and has experienced significant
operating  losses  with  uncertain cash flow to service trade debt and operating
expenses.  These  factors raise substantial doubt about the Company's ability to
continue  as  a  going concern.  Management's plans with regard to these matters
are  discussed  in  Note  1.  The  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the  Company  be  unable  to  continue  as  a  going  concern.


/s/  WEBER  &  COMPANY,  P.C.
Scottsdale,  Arizona
July  30,  2001


                                      F-1
<PAGE>

HOT  PRODUCTS,  INC.COM

CONSOLIDATED  BALANCE  SHEET
APRIL  30,  2001
--------------------------------------------------------------------------

ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                 $      2,101
   Accounts receivable (net of $8,000 allowance)                   39,996
   Inventories                                                    466,824
   Prepaid expenses and other assets                                5,694
                                                             -------------
      Total current assets                                        514,615

PROPERTY AND EQUIPMENT, net                                        38,254

OTHER ASSETS                                                       52,014
                                                             -------------

TOTAL ASSETS                                                 $    604,883
                                                             =============

LIABILITIES AND STOCKHOLDERS' DEFICIT:

CURRENT LIABILITIES:
   Accounts payable                                          $  1,698,817
   Accrued liabilities                                             75,503
   Accrued wages and taxes                                        408,131
   Advances from customers                                        113,185
   Due under factoring arrangement                                 34,786
   Accrued interest                                                24,002
   Notes payable                                                  186,986
   Note payable to shareholder                                     66,332
   Capital lease obligations - current portion                      6,836
      Total current liabilities                                 2,614,578
                                                             -------------

STOCKHOLDERS' DEFICIT:
   Common stock, $.01 par value, 33,332,747
      shares authorized, 10,045,623 issued and outstanding        100,456
   Paid in capital                                             17,695,937
   Accumulated deficit                                        (19,806,088)
                                                             -------------
      Total stockholders' deficit                              (2,009,695)
                                                             -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $    604,883
                                                             =============


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-2
<PAGE>

<TABLE>
<CAPTION>
HOT  PRODUCTS,  INC.COM

CONSOLIDATED  STATEMENTS  OF  OPERATIONS
FOR  THE  YEARS  ENDED  APRIL  30,  2001  AND  2000
---------------------------------------------------


                                                                2001          2000
<S>                                                         <C>           <C>
REVENUE:
  Net product sales                                         $   502,944   $   470,982
  Royalty income                                                100,662       161,411
                                                            ------------  ------------
                                                                603,606       632,393

COST OF SALES
     Cost of sales                                              289,249       566,136

      Gross profit                                              314,357        66,257
                                                            ------------  ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
     Salaries and benefits expense                              488,615     1,135,091
     Selling and promotion expense                              152,627       327,774
     Office and administrative expense                          706,618       715,270
     Research and development expense                            41,755        35,840
                                                            ------------
       Total selling, general and administrative expenses     1,389,615     2,213,975
                                                            ------------  ------------

LOSS FROM OPERATIONS                                         (1,075,258)   (2,147,718)
                                                            ------------  ------------

OTHER (INCOME) AND EXPENSES
     Interest income                                                  -        (1,566)
     Interest expense and factoring charges                     130,688        24,336
     Other (income)                                            (105,235)     (160,963)
     Costs associated with discontinued product line            135,805       757,727
     Foreign currency gain                                            -        (1,879)
     Loss on proposed acquisition                                     -       402,000
      Total other expenses                                      161,258     1,019,655
                                                            ------------  ------------

NET LOSS                                                    $(1,236,516)  $(3,167,373)
                                                            ============  ============

NET LOSS PER COMMON SHARE
   Basic                                                    $     (0.17)  $     (0.74)
                                                            ============  ============
   Diluted                                                  $     (0.17)  $     (0.74)
                                                            ============  ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   Basic                                                      7,271,013     4,278,848
                                                            ============  ============
   Diluted                                                    7,271,013     4,278,848
                                                            ============  ============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
HOT  PRODUCTS,  INC.COM

CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  DEFICIT
FOR  THE  YEARS  ENDED  APRIL  30,  2001  AND  2000
---------------------------------------------------


                                                                            ADDITIONAL
                                                        COMMON     STOCK      PAID-IN      CURRENCY     ACCUMULATED
                                                      ----------  --------
                                                        SHARES     AMOUNT     CAPITAL    TRANSLATION      DEFICIT        TOTAL
<S>                                                   <C>         <C>       <C>          <C>           <C>            <C>
BALANCE May 1, 1999                                    3,351,064  $ 33,511  $15,478,055  $     2,527   $(15,402,199)  $   111,893

 Stock issued as investment banking fees                 200,000     2,000      400,000                                   402,000

 Stock issued as compensation                          1,000,000    10,000      365,000                                   375,000

 Stock issued for cash                                 1,062,375    10,624      734,137                                   744,761

 Currency translation related to closed subsidiaries                                          (2,527)                      (2,527)

   Net loss                                                                                              (3,167,373)   (3,167,373)
                                                                                                       -------------  ------------

BALANCE APRIL 30, 2000                                 5,613,439    56,135   16,977,192            -    (18,569,572)   (1,536,246)

  Shares issued to settle accrued compensation           468,750     4,688      145,312                                   150,000

  Shares issued for services                             200,000     2,000       64,000                                    66,000

  Exercise of employee options                           284,446     2,844       44,223                                    47,067

  Conversion of debentures                             3,478,988    34,790      365,210                                   400,000

  Discount for beneficial conversion feature on debt                            100,000                                   100,000

   Net loss                                                                                              (1,236,516)   (1,236,516)

BALANCE APRIL 30, 2001                                10,045,623  $100,456  $17,695,937  $         -   $(19,806,088)  $(2,009,695)
                                                      ==========  ========  ===========  ============  =============  ============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
HOT  PRODUCTS,  INC.COM

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  FOR  THE
YEARS  ENDED  APRIL  30,  2001  AND  2000


                                                           2001          2000
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                             $(1,236,516)  $(3,167,373)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Depreciation and amortization                             74,663       192,805
  Write-down of equipment for impairment                   135,805
  Stock issued as compensation for services                 66,000       375,000
  Loss on proposed acquisition                                   0       402,000
  Amortization of debt discount                            100,000
  Loss on disposal of property and equipment                     0        90,744
  Changes in assets and liabilities:
    Accounts receivable                                    (38,866)      398,970
    Inventories                                           (307,847)    1,254,092
    Prepaid expenses and other current assets                8,905       175,157
    Other assets                                           (38,960)       10,417
    Accounts payable                                       390,810      (957,682)
    Accrued liabilities                                     12,754       (62,683)
    Accrued wages and taxes                                197,067       300,855
    Advance from customer                                    7,003       106,182
                                                       ------------  ------------
          Net cash used in operating activities           (629,182)     (881,516)
                                                       ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                       (16,848)      (24,721)
                                                       ------------  ------------
          Net cash used in investing activities            (16,848)      (24,721)
                                                       ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                              542,986        50,000
  Proceeds from shareholder notes payable                   72,850
  Repayment of principal on notes payable                   (6,000)
  Repayment of principal on shareholder notes payable       (6,518)
  Payment of capital lease obligations                      (4,724)      (12,234)
  Proceeds from issuance of common stock                         -       744,761
  Advances from factor                                      34,786       (68,737)
                                                       ------------  ------------
          Net cash provided by financing activities        633,380       713,790
                                                       ------------  ------------

DECREASE IN CASH AND EQUIVALENTS                           (12,650)     (192,447)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                   14,751       207,198
                                                       ------------  ------------

CASH AND EQUIVALENTS, END OF PERIOD                    $     2,101   $    14,751
                                                       ============  ============

SUPPLEMENTAL  CASH  FLOW  INFORMATION:
  Interest  paid                                       $     6,686   $    24,336
                                                       ============  ============

NONCASH  INVESTING  AND  FINANCING  ACTIVITIES:
  Conversion of debentures  to  common  stock          $   400,000   $         -
                                                       ============  ============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                      F-5
<PAGE>

HOT  PRODUCTS,  INC.COM

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS  FOR  THE
YEARS  ENDED  APRIL  30,  2001  AND  2000
-----------------------------------------

1.   ORGANIZATION  AND  BASIS  OF  PRESENTATION

     Hot  Products,  Inc.com, formerly SC&T International, Inc., (the "Company")
     was  formed  in  1993 for the purpose of developing and marketing accessory
     and  peripheral  products  for  the  computer and video game industries. In
     December  1999,  due  to  continued  competition and an unprofitable retail
     market,  the  Company decided to abandon many of its previous product lines
     and  pursue  products  supporting  NUON  technology enhanced DVD player and
     set-top  box  segments  of  the  retail  OEM  channels.  The Company's past
     customers  included  many  of the major electronics retailers in the United
     States  and  overseas. Customers for its new NUON products will be original
     equipment  manufacturers in the home electronics industry. The Company also
     will  attempt  a  direct  sales  channel  via  the  Internet.  Wholly owned
     subsidiaries  in  the  United  Kingdom and Hong Kong were closed during the
     year  ended  April  30,  2000  (Note  12).

     In  addition  to new electronic products, the Company commenced development
     of  an  entire  line  of  innovative  and  comprehensive  Road  Emergency,
     Automotive Survival and Outdoor Survival products. Sale of the new products
     commenced  in  the  year  ended  April  30,  2001.

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities  in  the  normal  course  of  business.  As  reflected  in  the
     accompanying  balance  sheet,  the  Company had negative working capital of
     $2,099,963  at  April  30,  2001 and continues to suffer material operating
     losses.  The  Company  has introduced new product lines and there can be no
     assurances  that  these  product  lines  will be successful and profitable.
     These  factors  raise  substantial  doubt  about  the  Company's ability to
     continue  as  a  going concern. The financial statements do not include any
     adjustments relating to the recoverability and classification of assets and
     liabilities  that  might  be  necessary  should  the  Company  be unable to
     continue  as a going concern. The Company's continuation as a going concern
     is  dependent  upon  its  ability  to  generate  sufficient  cash flow from
     profitable  operations or raise adequate capital to meet its obligations on
     a  timely  basis.  The Company is attempting to raise equity capital and is
     pursuing  other  operating  alliances  to  enhance  its  sales  volume  and
     profitability. However, there can be no assurances that the Company will be
     successful  with  these  attempts.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Consolidation  - The consolidated financial statements include the accounts
     -------------
     and  activities of Hot Products, Inc.com and its wholly owned subsidiaries,
     SC&T Europe, Limited (United Kingdom), SC&T Asia, Limited (Hong Kong), SC&T
     America,  Inc.  and  SC&T Racing Enterprises, Limited. All of the Company's
     subsidiaries  are  now  dormant  entities  with  no  material  assets  or
     liabilities.  All  significant  intercompany transactions and balances have
     been  eliminated  in  consolidation.

     Cash and cash equivalents includes all short-term highly liquid investments
     -------------------------
     that  are  readily  convertible  to known amounts of cash and have original
     maturities  of  three  months  or  less.


                                      F-6
<PAGE>

     Inventories  are  stated  at  the  lower  of  cost (first-in, first-out) or
     -----------
     market. Allowances are made for returned inventory to reflect estimated net
     realizable  value  of  those items. Inventory costs include assembly labor,
     freight,  cost  of  materials  and  overhead  allocations.

     Property  and  equipment  are  recorded  at  cost  and  depreciated  on  a
     ------------------------
     straight-line  basis  over the estimated useful lives of the assets ranging
     from  3  to  10  years.  Depreciation  expense  is not recorded for tooling
     equipment  acquired  and  not  yet  placed  in  service.

     Revenue  recognition  -  The Company recognizes revenue when the product is
     --------------------
     shipped.  Products have warranties covering defects. Certain customers have
     arrangements  that  provide  the  right  to  return unsold merchandise. The
     Company  provides an allowance to reflect estimated returns of product from
     customers and warranty costs. The Company may also provide price protection
     to  certain  customers.  The  Company  records  the  price  protection as a
     reduction  of  revenue  at  the  time  of  the  price  reduction.

RESEARCH  AND  DEVELOPMENT  COSTS  FOR  NEW  PRODUCTS  ARE EXPENSED AS INCURRED.

ADVERTISING  COSTS  ARE EXPENSED AS INCURRED.  ADVERTISING EXPENSE FOR THE YEARS
ENDED  APRIL  30,  2001  AND  2000  WAS  APPROXIMATELY  $28,000  AND  $48,000,
RESPECTIVELY.

     Income  taxes  -  The  Company  provides  for  income  taxes  based  on the
     -------------
     provisions  of
Statement  of  Financial  Accounting  Standards  No.  109, Accounting for Income
Taxes,  which  among  other things, requires that recognition of deferred income
taxes be measured by the provisions of enacted tax laws in effect at the date of
financial  statements.

     Foreign  currency  translation  -  The  foreign subsidiaries maintain their
     ----------------------------
     financial  statements in the local currencies which have been determined to
     be the functional currencies. Assets and liabilities denominated in foreign
     currencies  are  translated into U.S. dollars at the rates in effect at the
     balance  sheet  date. Revenues and expenses are translated at average rates
     for  the  year.  Related translation adjustments are reported as a separate
     component of stockholders' equity, whereas, gains and losses resulting from
     foreign  currency  transactions  are included in the results of operations.

     Financial  instruments  -  Financial instruments consist primarily of cash,
     ----------------------
     accounts  receivable,  and  obligations  under  accounts  payable,  accrued
     expenses,  note payable and capital lease instruments. The carrying amounts
     of  cash,  accounts receivable, accounts payable, accrued expenses and note
     payable  approximate  fair  value  because  of  the short maturity of those
     instruments. The carrying value of the Company's capital lease arrangements
     approximates  fair  value because the instruments were valued at the retail
     cost  of  the  equipment  at  the  time  the  Company  entered  into  the
     arrangements.

     Use  of  Estimates-  The  preparation of financial statements in conformity
     ------------------
     with  generally  accepted accounting principles requires management to make
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of  the  financial  statements  and  the  reported  amounts of revenues and
     expenses  during  the  reporting  period.  Actual results could differ from
     those  estimates.

     Loss  Per  Share  -  Basic  loss  per  share is computed using the weighted
     ----------------
     average  number  of  shares  of  common  stock  outstanding for the period.
     Diluted  loss  per  share  is computed using the weighted average number of
     shares  of  common  stock plus dilutive potential common shares outstanding
     for  the  period.


                                      F-7
<PAGE>

     Reclassifications  -  The financial statements for the prior period contain
     -----------------
     certain  classifications to be consistent with the 2001 financial statement
     presentation.

     Impairment  of  Long-Lived  Assets  and Long-Lived Assets to be Disposed Of
     ---------------------------------------------------------------------------
     The  Company reviews long-lived assets and certain identifiable intangibles
     for  impairment  whenever  events  or changes in circumstances indicate the
     carrying  amount  of  an  asset  may  not be recoverable. Recoverability of
     assets  to  be  held  and  used is measured by a comparison of the carrying
     amount  of  an asset to future, undiscounted, net cash flows expected to be
     generated  by  the asset. If such assets are considered to be impaired, the
     impairment to be recognized is measured by the amount by which the carrying
     amount  of  the  assets  exceeds the fair value of the assets. Assets to be
     disposed  of are reported at the lower of the carrying amount or fair value
     less  costs  to  sell.

     Recently  Issued  Accounting  Standards  -  In  June  1998,  SFAS  No. 133,
     ---------------------------------------
     Accounting  for  Derivative  Instruments and Hedging Activities, was issued
     effective  for  fiscal  years  beginning after June 15, 2001 (as amended by
     SFAS  No.  137  and  SFAS No. 138). SFAS No. 133 establishes accounting and
     reporting  standards  requiring  that derivative instruments be recorded on
     the  balance  sheet  as  either  an asset or liability measured at its fair
     value.  This  statement,  as  amended,  also  requires  that changes in the
     derivative's  fair  value  be  recognized in earnings unless specific hedge
     accounting  criteria  are  met.  The  adoption of SFAS No. 133 will have no
     impact  on  the  Company.

     Effective July 1, 1999, the Company adopted SFAS No. 131, Disclosures About
     Segments  of  an  Enterprise  and  Related  Information,  which established
     revised  standards  for  the  reporting  of  financial  and  descriptive
     information  about  operating segments in financial statements. The Company
     has  determined  that  it  has  two  reportable  operating  segments.

     In  December  2000,  the  Securities  and  Exchange Commission issued Staff
     Accounting  Bulletin  ("SAB")  No.  101,  Revenue  Recognition in Financial
     Statements.  SAB No. 101 summarizes the staff's views in applying generally
     accepted  accounting  principles  to  revenue  recognition  in  financial
     statements.  The  adoption of SAB No. 101 did not have a material effect on
     the  Company's  revenues  or  revenue  recognition  policy.

3.   INVENTORIES

     Inventories  consisted  of  the  following  at  April  30,  2001:

          Materials  and  components      $    316,948
          Finished  goods                      149,876
                                          ------------

                Total  inventory          $    466,824
                                          ============

     Materials  and  components consist of specially manufactured NUON chips and
     miscellaneous components for assembly into the roadside emergency kits. The
     materials and components inventories include $50,840 of NUON chips that are
     being  held  by the Company's contract manufacturer in Asia. Finished goods
     inventories  includes  finished  roadside  emergency  kits  and  NUON  game
     controllers.


                                      F-8
<PAGE>

4.   PROPERTY  AND  EQUIPMENT

     Property  and  equipment  consisted  of  the  following  at April 30, 2001:

          Office  furniture  and  equipment                 $    267,851
          Tools,  dies  and  molds                               511,361
          Computer  equipment                                    139,307
          Warehouse  equipment                                    12,620
                                                            -------------

          Total                                                  931,139
            Impairment reserve                                  (135,805)
            Less accumulated depreciation and amortization      (757,080)
                                                            -------------

          Property  and  equipment  -  net                  $     38,254
                                                            =============

     In  the  year  ended  April  30,  2001, the Company recorded a write-down a
     $135,805 for impairment of certain tooling equipment used in the production
     of  gaming products. This equipment was used for specific procucts that the
     Company  no  longer  produces.  The  Company  may  be  able  to utilize the
     equipment  in  the  future but such utilization is uncertain. The write-off
     represents  the  remaining  net  book  value  of  those  tools.

5.   DISPUTED  TRADE  ACCOUNT  PAYABLE

     The  Company is in dispute with a former Asian supplier regarding a payable
     balance  of  $805,070 as the Company believes the supplier failed to comply
     with  certain  terms  of  its  agreement  and  failed  to  meet  production
     obligations.  The  Company  is  seeking  damages  in excess of the recorded
     liability  resulting from production delays. Legal proceedings have not yet
     commenced.  The Company claimed credits from this vendor of $309,270 in the
     year ended April 30, 2000 based on penalties and provisions in the purchase
     order  agreements.

6.   ADVANCES  FROM  FACTOR

     The  Company  entered  into an agreement with a factor in October 1998. The
     terms  of  the  agreement  provide  for  advances  up to 75% of receivables
     factored and a 2% discount payable upon submission of invoices to factor. A
     discount  fee  of 10% per day up to 90 days is charged from date of advance
     until  payment  by customer. A 15% fee is charged for accounts unpaid after
     90  days.  Credit  risk  remains with the Company except for account debtor
     bankruptcy.  The agreement is secured by all accounts receivable whether or
     not  specifically purchased by the factor. The balance at April 30, 2001 of
     $34,786  represents  funds advanced in excess of customer payments received
     by  factor  and  allowance  reserve  maintained  by  factor.


                                      F-9
<PAGE>

7.   NOTES  PAYABLE

     The  Company borrowed $50,000 under a bridge loan agreement to be repaid by
     funds  to  be  received  from a private placement of common stock commenced
     during the year ended April 30, 2001. The note was to be repaid immediately
     upon  receipt of the funds or the note was to be converted into stock or an
     interest  bearing  note  at  a  rate  to be negotiated. The $50,000 balance
     outstanding  at  April  30,  2001  remains  outstanding because the private
     placement was delayed and had not yet commenced at April 30, 2001. The note
     is  classified  as current and the Company is accruing interest on the note
     at  10%  per  annum.

     During  the  year ended April 30, 2001, the Company borrowed funds from its
     president  and  chairman of the board of directors. This individual is also
     the Company's largest single shareholder. The Company borrowed $72,850 from
     this  officer  and  the  balance  at  April  30, 2001 was $66,332. The note
     payable  to shareholder is unsecured, due upon demand and bears interest at
     9%  per  annum.

     During  the  year  ended  April 30, 2001, the Company borrowed funds from a
     third  party  investment  group.  It  was understood by management that the
     investor  had  committed  to  fund  a total of $500,000 under a convertible
     debenture  agreement.  The  investor  funded $136,986 and ceased additional
     funding unless terms of the investment were amended. The Company refused to
     amend  the  terms. The Company is disputing the repayment of these funds on
     the  grounds  that  the  Company  incurred  damages  by  relying  upon
     representations  made  by  the investor. The note payable is unsecured, and
     and  has  no  stated  interest  or  repayment  terms.

          8.   CONVERTIBLE  DEBENTURES

     On  August 28, 2000, the Company executed a Convertible Debenture Agreement
     in  the amount of $400,000. The debentures are due August 27, 2001 and bear
     interest  at  9%  per  annum.  The  debenture  agreement  also provides the
     purchaser warrants to purchase 150,000 shares of the Company's common stock
     at  $0.80 per share. The warrants expire on August 27, 2003. The debentures
     are  convertible  into the Company's common stock at the lower of $0.80 per
     share  or  80%  of  the  lowest twenty inter-day trading price. The Company
     recorded  a  discount on the debentures of $100,000, representing the value
     of  discount  for  the  beneficial  conversion  feature  contained  in  the
     debentures.  The  discount  was amortized as of the date of issuance due to
     the  immediate  conversion  option  of  the  purchaser. The debentures were
     converted  to  3,478,988  shares  during  the year ended April 30, 2001. At
     April  30,  2001,  there was accrued interest of $14,454 on the convertible
     debentures that is convertible by the debenture holders at the same rate as
     the  original  debentures.

          9.   INCOME  TAXES

     The  Company  recognizes  deferred income taxes for the differences between
     financial  accounting and tax bases of assets and liabilities. Income taxes
     for the years ended April 30, 2001 and 2000, respectively, consisted of the
     following:


                                      F-10
<PAGE>

                                                     2001          2000
                                                 ------------  -------------

          Current  tax  provision  (benefit)     $  (482,852)  $   (944,761)
          Deferred tax  provision  (benefit)         482,852        944,761
                                                 ------------  -------------

          Total income tax provision (benefit)   $       -0-   $         -0-
                                                 ============  =============

     There was no deferred tax liability at April 30, 2001. There was a deferred
     tax  asset  of  $7,997,374  at  April  30,  2001,  which  consisted  of the
     following:

          Net operating loss carryforwards  $  7,776,301
          Allowance  for doubtful accounts        10,000
          Accrued  compensation                  138,973
          Property  and  equipment                82,100
                                            -------------
               Subtotal                        7,997,374

          Valuation  allowance                (7,997,374)
                                            -------------
          Total                             $         -0-
                                            =============

     Deferred  income  taxes for the year ended April 30, 2001, primarily relate
     to  temporary  differences  for  the increase in the valuation allowance of
     $482,172  for  the  deferred  income tax asset related to the net operating
     loss  carryforward plus reversal of temporary differences in the allowances
     for  doubtful  accounts.

     The  Company  files  a consolidated income tax return in the United States.
     There  is  no effect of foreign income taxes since the foreign subsidiaries
     incurred  operating  losses  for income tax purposes. Any effect of foreign
     income  taxes  would  be  recognized  in  the  U.S  income  tax  return.

     Net  operating  loss  carryforwards  of  $19,388,338 for federal income tax
     purposes expire from 2010 through 2019. Net operating loss carryforwards of
     $18,586,722  for  state  income  tax purposes expire from 2001 through 2004

     A  reconciliation  for  the differences between the effective and statutory
     income  tax  rates  is  as  follows:

<TABLE>
<CAPTION>
                                                   2001               2000
                                             -----------------  -----------------
<S>                                          <C>         <C>    <C>         <C>
Federal statutory rates                      $(420,415)  (34)%  $(766,663)  (34)%
State income taxes - net of federal benefit    (74,191)   (6)%   (180,391)   (8)%
Valuation allowance for operating                                             42%
  loss carryforwards                           482,172     39%    944,761
Other                                           12,434      1%      2,292     - %
                                             ----------  -----  ----------  -----
      Effective rate                         $     -0-    -0-%  $     -0-    -0-%
                                             ==========  =====  ==========  =====
</TABLE>

10.  LEASES

     Operating  Leases
     -----------------

     The  Company  leases  its  facilities  and  certain  office equipment under
     long-term  operating leases that expire through February 2002. Rent expense
     under  these  leases  was  approximately $97,000 and $159,000 for the years
     ended  April 30, 2001 and 2000, respectively. Minimum annual lease payments
     under  these  agreements  are  as  follows:

     Years ended April 30:
          2002              $    73,000
                            -----------
          Total             $    73,000
                            ===========


                                      F-11
<PAGE>

     Capital  Leases
     ---------------

     The  Company leases office equipment under a capital lease which expired in
     the  year  ended  April  30, 2001. Past due minimum required lease payments
     under  the  lease  agreement  at  April  30,  2001  are  as  follows:

                                              $      7,272

     Less  amount  representing  interest             (436)
                                              -------------

     Total future minimum lease payments-net  $      6,836
                                              =============

     Assets  capitalized  under  the  capital  leases  included  in property and
     equipment  balances  totaled  $9,189  (net  of  accumulated amortization of
     $33,880)  at  April  30  2001.

11.  LOSS  PER  SHARE

     Net  loss  per  share  is  calculated  using the weighted average number of
     shares of common stock outstanding during the year. The Company has adopted
     SFAS  No.  128  Earnings  Per  Share.

<TABLE>
<CAPTION>
                                                                       Per
                                           Income/Loss                Shares               Share
                                                                      ------               -----
                                        2001          2000        2001       2000      2001     2000
                                    ------------  ------------  ---------  ---------  -------  -------
<S>                                 <C>           <C>           <C>        <C>        <C>      <C>
Net (Loss)                          $(1,236,516)  $(3,167,373)

BASIC (LOSS) EARNINGS PER SHARE:
  Loss available to Common
    Shareholders                    $(1,236,516)  $(3,167,373)  7,271,013  4,272,848  $(0.17)  $(0.74)

EFFECT OF DILUTIVE SECURITIES       N/A           N/A

DILUTED (LOSS) EARNINGS PER SHARE   $(1,236,516)  $(3,167,373)  7,271,013  4,278,484  $(0.17)  $(0.74)
</TABLE>


     Common  equivalent  shares  of  3,525,061  and  2,436,478  related to stock
     options  and  warrants outstanding at April 30, 2001 and 2000 respectively,
     are  excluded from the computation because the effect of inclusion would be
     anti-dilutive.

12.  STOCKHOLDERS'  DEFICIT

     COMMON  STOCK
     -------------

     During  the  year ended April 30, 2001, the Company issued 3,478,988 shares
     of  its  common  stock  when  $400,000  of  the convertible debentures were


                                      F-12
<PAGE>

     converted  by  the  debenture  holder.  The  debentures  were  converted at
     approximately  $0.12  per  share  under the original terms of the debenture
     agreement.

     Also  during  the  year  ended  April  30, 2001, the Company issued 284,446
     shares  of  its  common  stock  upon  the exercise of options by one of the
     Company's  officers.  The  officer  exchanged amounts due to the officer of
     $47,067  related to unreimbursed employee business expenses in the exercise
     of  the  options.

     During  the year ended April 30, 2001, the Company issued 200,000 shares of
     common  stock  at  $0.33  per share, the trading value of the shares at the
     time  of the commitment, to an investor relations firm as payment for those
     services.  The Company recognized an expense for those services of $66,000.

     During  the year ended April 30, 2001, the Company issued 468,750 shares of
     common  stock  at  $0.33  per share, the trading value of the shares at the
     time  of the commitment, to the Company's president. The shares were issued
     as  payment  for  $150,000  accrued  compensation  to  the  officer.

     The  Company issued 200,000 shares of common stock at $2.01 per share to an
     investment banking firm during the year ended April 30, 2000 as payment for
     services in connection with a proposed acquisition which was not completed.

     During  the  year  ended  April  30, 2000, the Company's Board of Directors
     approved the issuance of 1,000,000 common shares valued at $0.375 per share
     to  the  Company's CEO as compensation. An additional 468,750 shares valued
     at $0.32 per share were approved but not issued during the year. The amount
     of  $150,000  is  included  in  accrued  wages  at  April  30,  2000.

     ADDITIONAL  PAID-IN  CAPITAL
     ----------------------------

     To  account  for the $100,000 discount related to the beneficial conversion
     feature  on the convertible debenture, a credit of the same amount was made
     to  additional  paid-capital.

     STOCK  OPTIONS  AND  WARRANTS
     -----------------------------

     The  Company  issues  stock options from time to time to executives and key
     employees.  The  Company  has  a  qualified  stock  option plan for its key
     employees, consultants and independent contractors. The Company has adopted
     the  disclosure-only  provisions  of  Statement  of  Financial  Accounting
     Standards No. 123, "Accounting for Stock-Based Compensation," and continues
     to  account  for  stock based compensation using the intrinsic value method
     prescribed  by  Accounting Principles Board Opinion No. 25, "Accounting for
     Stock  Issued  to  Employees".  Accordingly,  no compensation cost has been
     recognized  for  the  stock  options granted. Had compensation cost for the
     Company's  stock  options  been  determined  based on the fair value at the
     grant  date  for awards consistent with the provisions of SFAS No. 123, the
     Company's  net loss and loss per share would have been increased to the pro
     forma  amounts  indicated  below:

                                             2001            2000
                                        --------------  --------------
     Net  Loss  -  as  reported         $  (1,236,516)  $  (3,167,373)
     Net  Loss  -  pro  forma           $  (1,511,502)  $  (3,726,085)
     Loss  per  share  -  as  reported  $       (0.17)  $       (0.74)
     Loss  per  share  -  pro forma     $       (0.21)  $       (0.87)


                                      F-13
<PAGE>

    Under  the  provisions  of SFAS No. 123, the number of fully vested options
     granted  of  1,217,000  options plus 324,250 proportionately vested options
     for  the  year ended April 30, 2001, and the number of fully vested options
     granted  of 468,750 options plus 648,500 proportionately vested options for
     the  year  ended  April  30,  2000, were used to determine net earnings and
     earnings  per  share  under  a  pro  forma  basis. There were 1,327,000 and
     1,143,917  options  granted  in  the  years  ended  April 30, 2001 and 2000
     respectively.

     The fair value of each option grant is estimated on the date of grant using
     the  Black-Scholes  option-pricing model with the following assumptions for
     years  ended  April  30,  2001  and  2000:

          Dividend yield               None
          Volatility                  45.70
          Risk free interest rate      5.98%
          Expected asset life        2 years

     A  summary  of  activity  for  the  Company's stock options and warrants is
     presented  below:

<TABLE>
<CAPTION>
                                                      Exercise
                                          OPTIONS       Price
                                                     -----------
<S>                                     <C>          <C>
Options outstanding at May 1, 1999          26,667   $      0.06
Granted                                  1,117,250   $ 0.65-0.35
Exercised                                        0
Terminated/Expired                          (6,750)  $      0.65
Options outstanding at April 30, 2000    1,137,167   $0.06- 0.65
                                        -----------

Granted                                  1,327,000   $      0.18
Exercised                                 (284,444)  $      0.17
Terminated/Expired                        (110,000)  $      0.08
Options outstanding at April 30, 2001    2,076,473   $      0.34

Price per share of options outstanding  $0.06-0.65

Options exercisable at April 30, 2001    2,076,473

Weighted  average  remaining
  contractual lives                      8.95 years

Weighted  average  exercise price
  of options granted                    2001         $0.18
                                        2000         $0.52

Weighted  Average fair value of
options  granted during the year        2001         $0.06
                                        2000         $0.50
</TABLE>


                                      F-14
<PAGE>


     The  Company  has  common  stock  warrants  outstanding that were issued in
     connection  with  certain  equity  raises.
<TABLE>
<CAPTION>
                                                Warrants   Price    EXPIRATION
                                                ---------  ------
<S>                                             <C>        <C>     <C>
Warrants issued in the initial public offering      6,027  $ 0.43  June 2001

Issued in private placement in the year
  ended April 30, 1999                            600,000  $ 1.50  May 2002
                                                  200,001  $ 3.00  June 2002
                                                  200,001  $ 5.00  August 2002

Issued in private placement in the year
  ended April 30, 2000                            292,559  $ 1.00  December 2002

Warrants issued on convertible debt               150,000  $ 0.80  August 2003

Warrants outstanding at April 30, 2001          1,448,588
                                                ---------
</TABLE>

13.  DISCONTINUED  PRODUCT  LINES

     The  Company  decided  to  abandon  some its previous product lines such as
     wheels  and  controllers  for  personal  computer  games  due  to continued
     competition  and  an unprofitable retail market during the year ended April
     30,  2000.  The Company is now focusing on similar products for interactive
     DVD  players  and set-top boxes based on Nuon technology. The U.K. and Hong
     Kong subsidiaries were closed as part of the change. To reflect this change
     in  business  strategy,  the  Company  has  included  a  line  item  "costs
     associated  with  discontinued product line" in its Statement of Operations
     for  the  year  ended  April  30,  2000.  Included in this category are the
     following  items:

     Write down of inventory to estimated net realizable value        $  305,401
                                                                      ==========

     Write down of assets of closed subsidiaries and related charges     357,439

     Write down of various assets and related charges                     94,887
                                                                      ----------
          Total                                                       $  757,727
                                                                      ==========

     This  matter  was  not  accounted  for  as  a  disposal or abandonment of a
     business  segment  as  the  Company will remain in the consumer electronics
     business  but  will  focus  on  Nuon  products.

     The  Company  also  developed  a comprehensive line of Road Emergency, Auto
     Survival,  and  Outdoor  Survival  kits  which are now ready for marketing.
     Expenses  incurred  related  to  new  products  have  not been significant.


                                      F-15
<PAGE>

14.  RELATED  PARTY  TRANSACTIONS

     On  July  1,  1997  the  Company  entered  into  a new five-year employment
     agreement  with  its  Chief Executive Officer. The agreement provides for a
     base  salary  and certain benefits plus an incentive bonus to be determined
     at  the  sole  discretion of the Board of Directors. As part the agreement,
     the  officer  and  his  wife received cash payments for accumulated accrued
     vacation  and  forgiveness  of all amounts owed by them to the Company. The
     agreement  also  contains  termination  provisions  and  a  one-year
     non-competition  clause.

     During  the  year ended April 30, 2001, the Company borrowed funds from its
     president  and  chairman of the board of directors. This individual is also
     the Company's largest single shareholder. The Company borrowed $72,850 from
     this  officer  and  the  balance  at  April  30,  2001  was  $66,332.

15.  CONCENTRATIONS

     Sales  to  one  customer represented approximately 43% of total revenue and
     sales to three customers represented approximately 64% of total revenue for
     the  year  ended  April  30,  2001.  One  customer  account  represented
     approximately  56%  of  the  gross accounts receivable balance at April 30,
     2001.

     Two  customers  were responsible for approximately 23% of the Company's net
     revenue  for  the  year  ended  April  30,  2000.

     The Company licenses certain technology (NUON) for one of its product lines
     from  one  licensor.

16.  COMMITMENTS  AND  CONTINGENCIES

     The  Company  has  entered into royalty and license agreements that require
     minimum payments based on sales. If the Company does not meet those minimum
     sales amounts in a specified period of time, the minimum royalty or license
     fee  must  still  be  paid.  At  April  30, 2000, the Company had a minimum
     license  fee to one licensor of $373,000 which is to be paid as the related
     products  are  sold.

     The  Company  wrote off a debt of $140,000 in the year ended April 30, 1999
     to  a  licensor  of  technology  used  in  some  of the Company's products.
     Management believes that the licensor illegally licensed technology that it
     did  not  own.  Management does not believe that licensor has a valid claim
     against the Company and that it actually overpaid the licensor. The Company
     has  not  received  a  demand  for  payment  from  the  licensor.

     Another  licensor  has  filed  a  claim that the Company did not purchase a
     minimum  amount  of  software  under  a licensing agreement. The balance of
     software  purchases due under the agreement is approximately $40,000. If an
     agreement  is  not reached between the parties, the licensor has obtained a
     $33,000  judgement  against  the  Company. The Company believes that if the
     licensor  can  provide  the  appropriate  software,  it  will  make  those
     purchases.

     The  Company  is in dispute with a provider of certain technology regarding
     the payment of royalties. The Company has asserted that royalties were paid
     as  required  under  the  agreement  and  that  the  provider made material
     misrepresentations  under  the  royalty  agreement. The Company has filed a
     counterclaim.  The  case  is set for mandatory arbitration. The Company had
     accrued  $113,069  relative  to this matter which represents its originally


                                      F-16
<PAGE>

     calculated  royalty  due to the provider. Subsequent to April 30, 2001, the
     Company  reached  a  final  settlement on this matter. The Company received
     insurance  proceeds  to  settle  the claim. The net result of the insurance
     claim  and previously accrued liability was a gain of approximately $83,000
     which  is  recorded  as  other  income  is  the  accompanying  statement of
     operations  for  the  year  ended  April  30,  2001.

18.  SEGMENT  AND  GEOGRAPHIC  INFORMATION

     The  Company's  revenue  was generated from sales in two primary geographic
     regions, the United States and Europe. There were no material operations in
     the  Company's  Asian subsidiary. The European operations were based out of
     the  Company's  wholly  owned  subsidiary in the U.K. At April 30, 2001,the
     Company  considers  it  products  to fall within two segments, computer/DVD
     gaming  products  and  roadside  emergency  and  automotive  products.

     The  following  table  outlines  the  breakdown  of  sales  to unaffiliated
     customers  domestically  and  internationally:

<TABLE>
<CAPTION>
Net Revenues                     2001        %       2000        %
----------------------------  ------------  ----  ------------  ----
<S>                           <C>           <C>   <C>           <C>
United States                 $   603,606   100%  $   507,250    73%
Europe                                                125,143    27%
                Total         $   603,606         $   632,393

    Gaming products           $   442.752    76%  $   470,982    74%
    Roadside emergency             60,142     7%
    Royalties                     100,662    17%      161,411    26%
                              ------------        ------------
                              $   603,606         $   632,393
                              ============        ============

Net Loss Before Income Taxes
----------------------------

United States                 $(1,236,516)  100%  $(2,254,890)   72%
Europe                                               (870,208)   28%
                                                      (42,275)
                              ------------        ------------
                              $(1,236,516)        $(3,167,373)
                              ============        ============

Gaming products               $    34,088         $(1,258,644)
Roadside emergency                  8,891
  Other                        (1,279,495)         (1,908,729)
                              ------------        ------------
                              $(1,236,516)        $(3,167,373)
                              ============        ============

Assets
----------------------------

United States                 $   604,883   100%  $   434,387   100%
Europe
                              ------------        ------------
                              $   604,883         $   434,387
                              ============        ============
</TABLE>


                                      F-17
<PAGE>

     Substantially  all  depreciation  expense  relates  to  the gaming products
     segment.

     The  measure  of  loss by segment is reconciled to the total loss resulting
     primarily from general and administrative expenses that cannot be allocated
     directly  to  either  segment.

17.  SUSEQUENT  EVENTS

     As  discussed in Note 12, subsequent to April 30, 2001, the Company settled
     a dispute with a provider of one of its technologies resulting in a gain in
     the  year  ended  April  30,  2001,  of  approximately  $83,000.

     Also  subsequent to April 30, 2001, the Company settled a dispute, in which
     it  was  the  plaintiff,  resulting in proceeds and a gain of $300,000 that
     will  be  recognized  in  the  year  ended  April  30,  2002.

                                *  *  *  *  *  *


                                      F-18
<PAGE>